UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GENERAL GROWTH PROPERTIES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
370023103
(CUSIP Number)
December 31, 2012(1)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(1) | Reflecting transactions through September 12, 2013. |
13G
CUSIP No. 37023103 | Page 2 of 13 |
1 | Names of reporting persons
Pershing Square Capital Management, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
NONE | ||||
6 | Shared voting power
35,681,182 | |||||
7 | Sole dispositive power
NONE | |||||
8 | Shared dispositive power
35,681,182 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
35,681,182 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
3.7%(2) | |||||
12 | Type of reporting person (see instructions)
IA |
(2) | Calculated based on 966,951,246 shares of the common stock, $.01 par value, of General Growth Properties, Inc. (the Issuer), outstanding as of August 2, 2013, as reported in the Issuers quarterly report on Form 10-Q filed on August 7, 2013, for the quarterly period ended June 30, 2013 (the 8/7/13 10-Q). |
13G
CUSIP No. 37023103 | Page 3 of 13 |
1 | Names of reporting persons
PS Management GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
NONE | ||||
6 | Shared voting power
35,681,182 | |||||
7 | Sole dispositive power
NONE | |||||
8 | Shared dispositive power
35,681,182 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
35,681,182 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
3.7%(3) | |||||
12 | Type of reporting person (see instructions)
IA |
(3) | Calculated based on 966,951,246 shares of the common stock, $.01 par value, of the Issuer, outstanding as of August 2, 2013, as reported in the 8/7/1310-Q. |
13G
CUSIP No. 37023103 | Page 4 of 13 |
1 | Names of reporting persons
Pershing Square GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
NONE | ||||
6 | Shared voting power
12,482,671 | |||||
7 | Sole dispositive power
NONE | |||||
8 | Shared dispositive power
12,482,671 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
12,482,671 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
1.3%(4) | |||||
12 | Type of reporting person (see instructions)
IA |
(4) | Calculated based on 966,951,246 shares of the common stock, $.01 par value, of the Issuer, outstanding as of August 2, 2013, as reported in the 8/7/1310-Q. |
13G
CUSIP No. 37023103 | Page 5 of 13 |
1 | Names of reporting persons
William A. Ackman | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
U.S.A | |||||
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
NONE | ||||
6 | Shared voting power
35,681,182 | |||||
7 | Sole dispositive power
NONE | |||||
8 | Shared dispositive power
35,681,182 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
35,681,182 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
3.7%(5) | |||||
12 | Type of reporting person (see instructions)
IA |
(5) | Calculated based on 966,951,246 shares of the common stock, $.01 par value, of the Issuer, outstanding as of August 2, 2013, as reported in the 8/7/1310-Q. |
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CUSIP No. 37023103 |
Page 6 of 13 |
Item 1(a) Name of issuer:
The name of the issuer is General Growth Properties, Inc. (the Issuer).
1(b) Address of issuers principal executive offices:
110 N. Wacker Drive
Chicago, Illinois 60606
Item 2(a) Name of person filing:
This statement is filed by:
(i) | Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), which advises the accounts of Pershing Square, L.P., a Delaware limited partnership (PS), Pershing Square II, L.P., a Delaware limited partnership (PSII), Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (PSH) and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly owned subsidiary PSRH, Inc., Pershing Square International and collectively with PS, PSII, and PSH, the Pershing Square Funds); |
(ii) | PS Management GP, LLC, a Delaware limited liability company (PS Management), which serves as the general partner of Pershing Square; |
(iii) | Pershing Square GP, LLC, a Delaware limited liability company (Pershing Square GP), which serves as the general partner of each of PS and PS II; and |
(iv) | William A. Ackman, a citizen of the United States of America, who is the Chief Executive Officer of Pershing Square and the managing member of each of PS Management and Pershing Square GP. |
The foregoing persons hereinafter sometimes collectively are referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons agreement in writing to file this statement on behalf of each of them is attached as Exhibit A hereto.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 42nd Floor, New York, New York 10019.
2(c) Citizenship:
Pershing Square is a limited partnership organized under the laws of the State of Delaware. PS Management is a limited liability company organized under the laws of the State of Delaware. Pershing Square GP is a limited liability company organized under the laws of the State of Delaware. Mr. Ackman is a United States citizen.
2(d) Title of class of securities:
Common Stock, par value $0.01 per share (the Common Shares).
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CUSIP No. 37023103 |
Page 7 of 13 |
2(e) CUSIP No.:
370023103
Item 3. If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8);
(e) x An investment adviser in accordance with §240.13d1(b)(1)(ii)(E);(6)
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F);
(g) x A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G);(7)
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3);
(j) ¨ A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with §240.13d1(b)(1)(ii)(K).
(6) | With respect to Pershing Square and Pershing Square GP. |
(7) | With respect to PS Management and Mr. Ackman. |
Item 4. Ownership
A. Pershing Square Capital Management, L.P.
(a) Amount beneficially owned:
As of September 12, 2013, Pershing Square may be deemed to have beneficially owned 35,681,182 Common Shares, representing approximately 3.7% of the outstanding Common Shares.
(b) Percent of class:
3.7%. The percentages used herein and in the balance of Item 4 are rounded to the nearest tenth and based on 966,951,246 Common Shares of the Issuer outstanding as of August 2, 2013, as reported in the Issuers 8/7/13 10-Q.
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CUSIP No. 37023103 |
Page 8 of 13 |
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
None.
(ii) Shared power to vote or to direct the vote:
35,681,182
(iii) Sole power to dispose or to direct the disposition of:
None.
(iv) Shared power to dispose or to direct the disposition of:
35,681,182
B. PS Management GP, LLC
(a) Amount beneficially owned:
As of September 12, 2013, PS Management may be deemed to have beneficially owned 35,681,182 Common Shares, representing approximately 3.7% of the outstanding Common Shares.
(b) Percent of class:
3.7%. The percentages used herein and in the balance of Item 4 are rounded to the nearest tenth and based on 966,951,246 Common Shares of the Issuer outstanding as of August 2, 2013, as reported in the Issuers 8/7/13 10-Q.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
None.
(ii) Shared power to vote or to direct the vote:
35,681,182
(iii) Sole power to dispose or to direct the disposition of:
None.
(iv) Shared power to dispose or to direct the disposition of:
35,681,182
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CUSIP No. 37023103 |
Page 9 of 13 |
C. Pershing Square GP, LLC
(a) Amount beneficially owned:
As of September 12, 2013, Pershing Square GP may be deemed to have beneficially owned 12,482,671 Common Shares, representing approximately 1.3% of the outstanding Common Shares.
(b) Percent of class:
1.3%. The percentages used herein and in the balance of Item 4 are rounded to the nearest tenth and based on 966,951,246 Common Shares of the Issuer outstanding as of August 2, 2013, as reported in the Issuers 8/7/13 10-Q.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
None.
(ii) Shared power to vote or to direct the vote:
12,482,671.
(iii) Sole power to dispose or to direct the disposition of:
None.
(iv) Shared power to dispose or to direct the disposition of:
12,482,671.
D. William A. Ackman
(a) Amount beneficially owned:
As of September 12, 2013, Mr. Ackman may be deemed to have beneficially owned 35,681,182 Common Shares, representing approximately 3.7% of the outstanding Common Shares.
(b) Percent of class:
3.7%. The percentages used herein and in the balance of Item 4 are rounded to the nearest tenth and based on 966,951,246 Common Shares of the Issuer outstanding as of August 2, 2013, as reported in the Issuers 8/7/13 10-Q.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
None.
(ii) Shared power to vote or to direct the vote:
35,681,182.
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CUSIP No. 37023103 |
Page 10 of 13 |
(iii) Sole power to dispose or to direct the disposition of:
None.
(iv) Shared power to dispose or to direct the disposition of:
35,681,182.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
(8) Explanatory Note: This statement is being filed to report the fact that as of September 12, 2013, the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Pershing Square, in its capacity as the investment adviser to the Pershing Square Funds, has the power to direct the investment activities of each of the Pershing Square Funds. PS Management is the general partner of Pershing Square. Pershing Square GP, in its capacity as the general partner to PS and PSII, has the power to direct the investment activities of each of PS and PSII. Mr. Ackman is the managing member of each of PS Management and Pershing Square GP.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See Exhibit B.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 13, 2013
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | ||
By: | PS Management GP, LLC, its General Partner | |
By: | /s/ William A. Ackman | |
William A. Ackman | ||
Managing Member | ||
PS MANAGEMENT GP, LLC | ||
By: | /s/ William A. Ackman | |
William A. Ackman | ||
Managing Member | ||
PERSHING SQUARE GP, LLC | ||
By: | /s/ William A. Ackman | |
William A. Ackman | ||
Managing Member | ||
/s/ William A. Ackman | ||
William A. Ackman |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G/A (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of General Growth Properties, Inc., a Delaware corporation, and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Date: September 13, 2013
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | ||
By: | PS Management GP, LLC, its General Partner | |
By: | /s/ William A. Ackman | |
William A. Ackman | ||
Managing Member | ||
PS MANAGEMENT GP, LLC | ||
By: | /s/ William A. Ackman | |
William A. Ackman | ||
Managing Member | ||
PERSHING SQUARE GP, LLC | ||
By: | /s/ William A. Ackman | |
William A. Ackman | ||
Managing Member | ||
/s/ William A. Ackman | ||
William A. Ackman |
EXHIBIT B
Item 7
Pershing Square is the relevant entity for which PS Management may be considered a parent holding company.
Each of PS Management and Pershing Square GP is the relevant entity for which Mr. Ackman may be considered a control person.
Each of Pershing Square and Pershing Square GP is an investment adviser registered under the Investment Advisers Act of 1940, as amended.